General Terms of Use

1. Definitions and Interpretation

In these Terms Of Use (“Terms”), the following words shall have the meanings set out below unless the context otherwise requires:

“Papercare”, “we”, “us”, or “our” means Papercare Working Papers Limited, a company registered in England and Wales (Company No. 14012780) with its registered office at 17 Dalston Gardens, Stanmore, England, HA7 1DA.

“You”, “your”, or “Client” means the person, firm, or entity subscribing to or using the Services.

“Services” means the Papercare Working Papers software platform and any associated tools, modules, functionality, support, or updates provided by Papercare.

“Authorised Users” means individuals within your organisation who are permitted by you to access and use the Services under your account.

“File” means a single unit of working papers corresponding to one accounting period for one of your clients.

“Free Access Period” means any initial period during which Papercare makes the Services available free of charge.

“Subscription” means your paid access to the Services, whether based on pre-purchased file credits, subscription plans, or other pricing models.

“Data Protection Legislation” means the UK GDPR, the Data Protection Act 2018, and any other applicable data protection or privacy laws.

Headings are for convenience only and do not affect interpretation. Words importing the singular include the plural and vice versa.

2. About Papercare and Scope of Services

2.1 Papercare provides a cloud-based software platform, Papercare Working Papers, designed for use by professional accounting organisations in the United Kingdom. We make no representation that the Services comply with laws outside this jurisdiction.

2.2 These Terms govern your access to and use of the Services. By subscribing to, accessing, or using the Services, you agree to be bound by these Terms.

2.3 These Terms constitute a legally binding agreement between you and Papercare.

3. Account Creation and Licence

3.1 To use the Services, you must create an account. The person or entity creating the account is the “Subscriber” and is responsible for all activities conducted under that account.

3.2 You may authorise an unlimited number of Authorised Users within your organisation. You remain fully responsible for all actions, omissions, and compliance by such Authorised Users.

3.3 Subject to these Terms, Papercare grants you a non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Services solely for your lawful internal business purposes.

3.4 Papercare may update, modify, enhance, or discontinue any aspect of the Services at any time. Where such changes materially impact functionality, we will provide at least thirty (30) days’ prior notice.

4. Your Responsibilities

4.1 You agree to:

• Provide accurate, complete, and up-to-date information during registration and use.
• Maintain the confidentiality and security of login credentials and ensure Authorised Users do the same.
• Verify all reports, calculations, and outputs generated by the Services before relying on them for compliance, legal, tax, or regulatory purposes.
• Not store special category or sensitive personal data in free-text fields unless strictly necessary and lawful.
• Implement appropriate internal security and access control policies.

4.2 Papercare does not provide accounting, legal, tax, or professional advice. You are solely responsible for reviewing and validating all outputs before reliance.

5. Fees, Billing, and File Usage

5.1 Free Access Period. Papercare may offer a Free Access Period at its sole discretion. We reserve the right to modify or terminate the Free Access Period at any time. Continued use of the Services following the introduction of pricing constitutes acceptance of such pricing and associated billing terms.

5.2 File-Based Licensing. Access is licensed on a per-File basis. Once pricing is introduced, you must purchase either a defined number of Files in advance or subscribe to a plan permitting the creation of new Files. The model may include prepaid File packs or subscription plans, at Papercare’s discretion.

5.3 Pricing Changes. Papercare may amend pricing or usage terms with thirty (30) days’ notice. If you do not agree to updated terms, you may discontinue use prior to their effective date.

5.4 Refunds. All purchases are final and non-refundable except as required by law.

6. Data Protection and Privacy

6.1 You retain ownership of all data input into the Services. Papercare acts as a data processor, and you are the data controller.

6.2 You warrant that you have a lawful basis for processing any personal data entered and that data subjects have been informed as required.

6.3 Papercare processes personal data strictly in accordance with your instructions and the Data Protection Legislation.

6.4 Papercare may engage carefully selected third-party sub-processors (including cloud hosting, analytics, and email providers) to deliver the Services. A current list is available upon request, and you will be notified of any material changes.

6.5 Papercare may transfer personal data outside the UK where adequate safeguards (including UK-approved Standard Contractual Clauses) are in place.

6.6 Papercare may generate anonymised and aggregated statistical data for service improvement. Such data will not identify you or your clients.

7. Confidentiality

7.1 Each party agrees to keep the other’s confidential information secure and not disclose it except as required by law or with prior written consent.

7.2 Each party must implement reasonable security measures to protect confidential information from unauthorised access or disclosure.

7.3 Confidential Information includes, without limitation, the Services, the underlying software, algorithms, trade secrets, database structures, documentation, business plans, pricing, and any non-public information disclosed by either party. You shall not use Confidential Information for any purpose other than using the Services as permitted under these Terms. Confidential Information shall remain confidential indefinitely and this obligation shall survive termination of these Terms.

7.4 You shall not use the Services or any Confidential Information for the purpose of benchmarking, developing a competing product, or assisting a competitor.

8. Security

8.1 Papercare implements appropriate technical and organisational measures, including encryption, backups, and two-factor authentication.

8.2 You are responsible for managing Authorised Users’ access and promptly revoking access when necessary.

8.3 Papercare reserves the right to suspend or restrict access if we reasonably believe your account is being used unlawfully, is compromised, or poses a security risk.

9. Third-Party Integrations

9.1 The Services may integrate with third-party tools or platforms. You are responsible for accepting and complying with their terms.

9.2 Papercare is not liable for the availability, accuracy, or performance of any third-party services.

10. Service Availability and Data Loss

10.1 Papercare strives for continuous service availability but does not guarantee uninterrupted access. Scheduled maintenance will be performed outside peak hours where possible.

10.2 You are responsible for regularly backing up your data. Papercare accepts no liability for data loss beyond reasonable restoration efforts.

10.3 Papercare shall not be liable for delays, interruptions, or failures due to events beyond our reasonable control.

11. Acceptable Use

11.1 You must not:

• Engage in unlawful, fraudulent, or abusive activities.
• Attempt unauthorised access, introduce malware, or interfere with system integrity.
• Resell, sublicense, or reverse engineer the Services.

11.2 You shall not, and shall not permit any third party to, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, trade secrets, or underlying ideas of the Services. Papercare reserves the right to seek injunctive relief and any other remedies available under law in the event of such a breach.

11.3 Breach of this clause may result in immediate suspension or termination of your access.

12. Beta and Experimental Features

12.1 Papercare may offer beta, early-access, or experimental features. These are provided “as is” and may be withdrawn at any time without liability.

13. Termination

13.1 Your account remains active until cancelled by you or terminated by us under these Terms.

13.2 You may cancel at any time via the “Request to Cancel Subscription” feature. Upon cancellation, you may permanently delete your account and associated data.

13.3 Papercare may retain limited basic information (e.g., firm name, contact details, and record of non-engagement) for administrative purposes.

13.4 If you breach these Terms and fail to remedy the breach within fourteen (14) days of notice, Papercare may suspend or terminate your access immediately.

13.5 Upon termination, no refunds shall be issued except as required by law.

13.6 Upon termination or cancellation, Papercare will delete or anonymise your data within ninety (90) days unless retention is required by law. Basic administrative information (such as your firm name and contact details) may be retained solely for compliance and record-keeping purposes.

13.7 Clauses 6, 7, 11, 14, 15, 17, and any other provisions which by their nature are intended to survive termination shall continue in full force and effect notwithstanding termination.

14. Intellectual Property

14.1 Papercare retains all rights, title, and interest in and to the Services, including software, designs, templates, trade marks, documentation, and related materials.

14.1A Nothing in these Terms shall operate to transfer any intellectual property rights in or to the Services, including but not limited to the underlying software, algorithms, database structures, trade secrets, documentation, user interfaces, or any enhancements thereto, to you or any third party.

14.2 You may not copy, modify, distribute, or create derivative works of the Services without our prior written consent.

14.3 You retain ownership of your data. By submitting data, you grant Papercare a non-exclusive licence to process it as necessary to deliver the Services.

14.4 You grant Papercare a perpetual, royalty-free licence to use any feedback or suggestions you provide for improving the Services.

14.4 You acknowledge that the Services incorporate confidential trade secrets and proprietary know-how of Papercare. You agree not to attempt to access, copy, disclose, or reverse engineer any part of the Services or assist any third party to do so.

15. Liability and Indemnity

15.1 To the fullest extent permitted by law, Papercare shall not be liable for any indirect, incidental, consequential, or special damages, including but not limited to loss of profits, revenue, data, business, goodwill, or opportunity.

15.2 Papercare’s total aggregate liability for all claims arising out of or in connection with the Services shall not exceed the total amount paid by you for the Services in the six (6) months immediately preceding the event giving rise to the claim.

15.3 Where the Services are provided free of charge or under a trial period, Papercare shall have no liability whatsoever to you, whether in contract, tort, or otherwise, to the maximum extent permitted by law.

15.4 Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.

15.5 You agree to indemnify Papercare and its affiliates from any losses, liabilities, or expenses arising from your misuse of the Services, breach of these Terms, or infringement of third-party rights.

16. Dispute Resolution

16.1 Disputes shall first be resolved through good-faith negotiations. If unresolved within thirty (30) days, disputes shall proceed to mediation and, if necessary, binding arbitration under the LCIA Rules.

16.2 Only if arbitration fails may proceedings be brought in the courts of England and Wales.

17. Governing Law and Jurisdiction

17.1 These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.

17.2 Subject to the dispute resolution procedure set out in Clause 16, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation.

18. Amendments

18.1 Papercare may amend these Terms at any time by providing no less than thirty (30) days’ prior written notice to you, which may be delivered by email or via in-platform notification. Your continued access to or use of the Services following the effective date of such amendments shall constitute your acceptance of the revised Terms.

18.2 If you do not agree to the amended Terms, you must cease using the Services prior to the effective date of the changes.

19. Severability, Assignment, and Notices

19.1 If any provision of these Terms is determined by a court or competent authority to be invalid, unlawful, or unenforceable in whole or in part, such provision shall, to that extent, be severed from the remaining provisions, which shall continue to be valid and enforceable.

19.2 You may not assign, transfer, or novate any of your rights or obligations under these Terms without the prior written consent of Papercare. Any attempt to do so without such consent shall be void. Papercare may assign, transfer, or novate any of its rights or obligations under these Terms, including in connection with a merger, acquisition, or sale of substantially all of its assets, without your consent.

19.3 Any notice or other communication under these Terms must be sent to Papercare at support@papercare.ai or to such other contact details as we may notify you of in writing. Notices to you will be sent to the primary email address associated with your account and shall be deemed received when transmitted.

19.4 All notices shall be in writing and shall be deemed received and properly served: (a) immediately when delivered by hand or sent by email (provided no delivery failure notice is received); or (b) two (2) business days after posting if sent by first-class post.

20. Entire Agreement

20.1 These Terms, together with any other documents expressly incorporated by reference (including any applicable AI Terms Of Use), constitute the entire agreement between you and Papercare with respect to the subject matter hereof and supersede all prior agreements, arrangements, understandings, or representations, whether written or oral, relating to the same subject matter.

20.2 Each party acknowledges that, in entering into these Terms, it has not relied on any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not expressly set out in these Terms.

20.3 Nothing in this Clause shall limit or exclude any liability for fraud or fraudulent misrepresentation.

Thank you for taking the time to review our general terms of use. If you have any further questions or concerns, please do not hesitate to contact us.